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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (date of earliest event reported): April 12, 2022
Qumu
Corporation
(Exact
name of Registrant as Specified in its Charter)
Minnesota
(State
Or Other Jurisdiction Of Incorporation)
| 000-20728 |
|
41-1577970 |
| (Commission
File Number) |
|
(I.R.S.
Employer Identification No.) |
| 400
S. 4th Street, Suite 401-412 |
|
|
| Minneapolis,
MN |
|
55415 |
| (Address
Of Principal Executive Offices) |
|
(Zip
Code) |
(612)
638-9100
Registrant’s
Telephone Number, Including Area Code
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
| Common
stock, par value $0.01 |
|
QUMU |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934. ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Items
under Sections 1 through 4 and 6 through 8 are not applicable and therefore omitted.
| Item
5.02 |
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On
April 12, 2022, TJ Kennedy, the President and Chief Executive Officer of Qumu Corporation (the “Company”), informed the Company
of his resignation, effective April 15, 2022, as President and Chief Executive Officer and as a director to pursue other interests. Mr.
Kennedy’s resignation from the Company’s board of directors was not due to a disagreement with the Company.
The
Company’s board of directors appointed Rose Bentley, the Company’s Chief Operating Officer, to succeed Mr. Kennedy as President
and Chief Executive Officer, effective April 16, 2022. Also effective April 16, 2022, Ms. Bentley was appointed to the Company’s
board of directors.
A
copy of the press release dated April 18, 2022 announcing Mr. Kennedy’s resignation and Ms. Bentley’s appointment as President
and Chief Executive Officer is attached as Exhibit 99.1 and incorporated herein by reference.
Prior
to joining the Company as its Chief Operating Officer in March 2021, Rose Bentley, age 38, had been the Chief of Staff, and Head of Partners
at Teradata Corporation (NYSE: TDC), a multi-cloud enterprise data warehouse platform provider, since June 2019. In her role at Teradata,
Ms. Bentley was responsible for strategic planning, superior customer experience, organizational growth, the partner team and sales optimization
for the organization. From February 2017 to June 2019, Ms. Bentley was the Senior Vice President of Sales and General Manager North America
of CloudCherry, a customer experience management (CEM) company that provided customer journey mapping, out-of-the-box integrations, and
predictive analytics, and was acquired by Cisco Systems, Inc. (Nasdaq: CSCO) in October 2019. In her role with CloudCherry, Ms. Bentley
provided strategic leadership and management of CloudCherry’s North American brand from sales and marketing team recruitment to
innovative go-to-market strategy development and product line launch. From February 2015 to July 2017, Ms. Bentley was the Vice President,
Global Sales and Customer Success at NICE Satmetrix, part of NICE (Nasdaq: NICE), the worldwide leading provider of both cloud and on-premises
enterprise software solutions. In this role at Nice Satmetrix, Ms. Bentley had responsibility for direct global sales and sales operations
and created a customer success organization to build mid-market sales and increase retention of largest/enterprise customers. Ms. Bentley
was promoted to Vice President, Global Sales and Customer Success at NICE Satmetrix after serving as Senior Director, Global Sales and
Customer Success of Satmetrix from February 2014 to July 2015.
On
April 12, 2022, Ms. Bentley accepted the terms of an offer letter (the “offer letter”) provided by the Company setting forth
the terms of her compensation upon her appointment as President and Chief Executive Officer. The compensation terms of the offer letter
were approved by the compensation committee of the board of directors of the Company.
Pursuant
to the offer letter, the Company approved an increase in Ms. Bentley’s annual base salary to $385,000, with a target bonus opportunity
under the 2022 annual company bonus plan of 110% of her base salary. The Company also granted Ms. Bentley 150,000 restricted stock units
and 50,000 stock options as of the first day of the open window period following April 16, 2022 under the Company’s 2007 Stock
Incentive Plan and otherwise in accordance with the Company’s standard forms of equity award agreements. The Company also agreed
to amend the letter agreement relating to severance and change in control benefits between the Company and Ms. Bentley. The amendment
will provide that Ms. Bentley will be entitled to severance for 12 months (instead of 6 months) if her employment is terminated by the
Company without Cause (other than during the 12 month period following a Change in Control) and she will be entitled to 100% (instead
of 50%) of her base salary and Target Bonus in effect if a Change in Control occurs and if on the date of the Change in Control or within
12 months following, her employment is terminated by the Company without Cause or by Ms. Bentley for Good Reason. A copy of the offer
letter is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item
9.01 |
|
Entry
Into a Material Definitive Agreement. |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| |
QUMU
CORPORATION |
| |
|
|
| |
By: |
/s/
Thomas A. Krueger |
| |
|
Thomas
A. Krueger |
| |
|
Chief
Financial Officer |
| |
|
|
| Date:
April 18, 2022 |
|
|
EXHIBIT
10.1
April
12, 2022
Rose
Bentley
Sent
via email
Dear
Rose,
Congratulations!
We are very pleased to inform you of your appointment to the position of Chief Executive Officer of Qumu Corporation (“Qumu”
or “Company”). Your appointment will be effective April 16, 2022 (“Effective Date”), at which point your employment
will be subject to the terms and conditions set forth in this offer letter. In addition, as of the Effective Date, you will be elected
as a member of the Qumu board of directors. We are excited to have you join us as a director.
Base
Salary
As
of the Effective Date, your annual base salary will be $385,000 for 2022, less applicable deductions and withholdings. Thereafter, the
Compensation Committee will determine and set your annual base salary and other elements of your compensation.
Target
Incentive – Annual Company Bonus
You
will continue to be eligible to participate in the annual company bonus plan, or any successor or similar plan maintained by Qumu for
the benefit of executive officers, subject to the terms and conditions of such plans and at the discretion of and subject to approval
by the Compensation Committee. Your target bonus for the 2022 annual company bonus plan has been set by the Compensation Committee to
be 110% of your post-Effective Date Base Salary. The calculation of your 2022 annual company bonus plan will based on your post-Effective
Date base salary and post-Effective Date target bonus percentage, without pro ration.
As
was the case prior to your promotion, all bonuses and incentive compensation are subject to reduction, cancellation, forfeiture, or recoupment
by Qumu upon the occurrence of (i) termination of your employment for “Cause” as defined in any agreement between you and
Qumu, (ii) violation by you of material Company policies, (iii) your misstatement of financial or other material information about the
Company, (iv) fraud or misconduct by you; (v) breach of noncompetition, confidentiality, non-solicitation, noninterference, corporate
property protection, or other agreement that may apply to you, or (vi) other conduct by you that the Qumu Compensation Committee determines
is detrimental to the business or reputation of the Company or any subsidiary or affiliate, including facts and circumstances discovered
after termination of your employment.
400 S. 4th St., Suite 401-412 | Minneapolis, MN 55415, USA | www.qumu.com
Letter
Agreement
You
and Qumu have entered into an agreement relating to severance and change in control benefits (the “Letter Agreement”). Neither
this offer letter nor the Letter Agreement is an agreement for a term of employment. Your employment is “at will” and may
be terminated by you or by Qumu at any time with or without cause, subject to the benefits of the Letter Agreement. There are no express
or implied agreements to the contrary.
As
of the Effective Date, Qumu will amend the Letter Agreement to provide enhanced benefits to you. Specifically, you will be entitled to
severance under Section 1(a)(i) for 12 months (instead of 6 months) if your employment is terminated by Qumu without Cause (other than
during the 12 month period following a Change in Control) and you will be entitled to 100% (instead of 50%) of your base salary and Target
Bonus in effect under Section 2(a)(i) if a Change in Control shall occur and if on the date of the Change in Control or within 12 months
following, your employment is terminated by Qumu without Cause or by you for Good Reason.
Equity
You
will continue to be eligible to participate in Qumu’s Second Amended and Restated 2007 Stock Incentive Plan, as amended (the “2007
Plan”), or any successor or similar plan maintained by Qumu for the benefit of executive officers, subject to the terms and conditions
of such plans and the applicable award agreements. All awards under the 2007 Plan are at the discretion of and subject to approval by
the Compensation Committee.
The
Compensation Committee has approved under the Plan an award of 50,000 stock options and 150,000 restricted stock units (RSUs) as of the
first day of the open window period following the Effective Date. The stock option award and RSU award will be on Qumu’s standard
award terms and granted under the 2007 Plan. These awards are in addition to the award of 60,000 performance stock units (PSUs) you already
received in your role as Chief Operating Officer in 2022. The Compensation Committee will determine and approve your future equity incentives
as a component of your overall compensation.
This
offer letter, whether or not executed, does not constitute a binding agreement. The terms herein represent the conditions under which
Qumu is willing to offer you employment as the Chief Executive Officer, and supersedes any prior representations or agreements, whether
written or oral, with respect to our offer of employment to you. The terms of this offer may be modified, amended, or withdrawn by Qumu
at any time.
Rose,
we are excited to have you assume the position of Chief Executive Officer and look forward to working with you in your new role. Please
indicate your acceptance of this offer by countersigning this letter and returning the original to me. As always, please contact me if
you have questions.
| Sincerely, |
|
| |
|
| /s/
Neil E. Cox |
|
| |
|
| Neil
E. Cox |
|
| Chair
of the Board of Directors |
|
| Accepted
and agreed: |
|
| |
|
| |
|
| /s/
Rose Bentley |
|
| Rose
Bentley |
|
| |
|
| April
12, 2022 |
|
| Date |
|
EXHIBIT
99.1
Qumu
Appoints Rose Bentley as the Company’s New President and Chief Executive Officer
Minneapolis,
MN – April 18, 2022 – Qumu Corporation (Nasdaq: QUMU), a leading provider of cloud-based enterprise video technology,
has appointed current Chief Operating Officer Rose Bentley as its new President and Chief Executive Officer, effective April 16, 2022.
Bentley succeeds TJ Kennedy, who is leaving the company to pursue an opportunity with a company in the public safety industry. Bentley’s
election to the Qumu Board of Directors will become effective concurrently with her appointment as CEO.
“On
behalf of the board of directors, I would like to thank TJ for his contributions in transforming Qumu into a leading cloud-first company.
We wish TJ all the best in his future pursuits,” said Chair of the Board Neil E. Cox. “With the Qumu organization unified
around a common vision for its transformation, it’s the right time to hand over the reins to Rose, a proven and capable operator
with sector expertise, clear business vision and the ability to bring people together. The board is confident that Rose, together with
the rest of the Qumu leadership team, will ensure strong execution of our strategy to scale our cloud offerings and deliver SaaS revenue
growth.”
Kennedy
commented: “When I joined Qumu in 2020, my primary objective was to transform the business into a subscription-driven growth company
and to position us for greater success in the enterprise video space. As of today, I can proudly say that we’ve met that objective.
Having worked closely with Rose for most of my tenure on the execution of this transformation, I am confident she is the ideal leader
for Qumu’s next chapter. Rose has done an excellent job executing on Qumu’s go-to-market strategy focused on partnering with
leading resellers and distributors to extend enterprise video. I strongly believe Qumu’s best days are ahead, and I am excited
to watch Rose scale the company to its next level of growth.”
Bentley
joined Qumu as COO in March 2021. Since that time, she has spearheaded Qumu’s partner-led sales motions and customer success efforts,
which were key to securing new logos, deeper customer relationships, higher retention, and cloud conversions. In 2021, Qumu’s partner-generated
revenue grew 25% year-over-year and accounted for more than 30% of the company’s total revenue in 2021.
Bentley
added: “I am excited to lead Qumu at such an important moment – for both Qumu and the industry. As remote and hybrid work
becomes the norm, the need for an enterprise video platform that can provide the security, performance, features and ease of administration
has never been greater. The progress we’re making with partners and strategic alliances continues to gain momentum, demonstrated
by the new customer and expansion sales to large enterprises we secured in the first quarter. As we continue to transform our business,
we remain focused on generating robust SaaS revenue growth, which will be driven by new customer and expansion bookings sourced through
the channel in 2022. Qumu is executing against a tremendous opportunity, and I look forward to working with the team to ensure Qumu reaches
its full potential.”
Prior
to joining Qumu, Bentley held leadership roles at several SaaS technology companies, with an extensive background of revitalizing, scaling,
and driving business growth. At Teradata, Bentley led operations and go-to-market strategy for the $1.8 billion revenue analytics company,
growing partner sales and accelerating the shift from perpetual license to subscription-based revenue of over 90% in the cloud. She also
led global sales and customer success at CloudCherry, which put the customer experience company in position to be acquired by Cisco Webex.
Bentley also previously led sales and customer success for Satmetrix and Lyris.
About
Qumu Corporation
Qumu
(Nasdaq: QUMU) is a leading provider of best-in-class tools to create, control, deliver, experience and analyze live and asynchronous
video at scale. Backed by an experienced team of software and video experts, Qumu’s software enables globally distributed organizations
to drive employee, customer and partner engagement, modernizing business by providing more efficient and effective ways to communicate
and collaborate.
Forward-Looking
Statements
This
press release contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Any statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking
statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,”
“anticipate,” or “estimate” or comparable terminology are intended to identify forward-looking statements. Forward-looking
statements are subject to various risks and uncertainties that could cause actual results to differ materially from those expressed or
implied in such statements.
Such
forward-looking statements include, for example, statements about: the expected use and adoption of video in the enterprise, the company’s
future revenue and operating performance, future product mix, the demand for the company’s products or software, or the success
of go-to-market strategies or the other initiatives in the company’s strategic plan. The risks and uncertainties that could cause
actual results to differ materially from those expressed or implied in these forward-looking statements include the risk factors described
in the company’s Annual Report on Form 10-K for the year ended December 31, 2021, and other factors set forth in the company’s
filings with the Securities and Exchange Commission.
The
forward-looking statements in this press release speak only as of the date of this press release. Except as required by law, Qumu assumes
no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future,
except as required by law.
###
Qumu
Investor Contact:
Matt
Glover or Tom Colton
Gateway
Investor Relations
QUMU@gatewayir.com
+1-949-574-3860